Common use of Commitment Increases Clause in Contracts

Commitment Increases. (a) At any time and from time to time after the date hereof, the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereof.

Commitment Increases. (a) At any time and from time to time after the date hereof, the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion (an “Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the BorrowerBorrowers, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase, the Borrower Borrowers shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 2.3 hereof.

Commitment Increases. (a) At any time and from time to time after the date hereofClosing Date, the Commitment Warehousing Credit Limit and the Term Loan Credit Limit may be increased either by an Additional Lender establishing a Warehousing Commitment Amount and a Term Loan Commitment or by one or more then existing Lenders ("Increase Lenders, at each such Lender’s sole discretion (“Increase Lender”") increasing its Warehousing Commitment Amount and Term Loan Commitment Amount (each such increase by either means, a “"Commitment Increase”") provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretioni) such Commitment IncreaseBorrowers, and the Borrower, the Credit Agent and the Additional Lender Lenders or the Increase Lender Lenders shall have executed and delivered an amendment with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the Warehousing Credit Limit would exceed $450,000,000 and the Term Loan Credit Limit would exceed $100,000,000, such Commitment Increase shall have been consented to by each of the other Lenders. Prior to the effective date ("Effective Date") of any Commitment Increase, the Borrower Borrowers shall issue a Note promissory notes to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment IncreaseLenders. Such new promissory note or notes shall constitute a “"Warehousing Note” " and "Term Loan Note" for the purpose purposes of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability No Lender has implicitly or explicitly agreed to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a make any future Commitment Increase without such Lender’s consentby entering into this Agreement. (b) On the effective date Effective Date of any such Commitment Increase, the Credit Agent shall recompute the Commitment Percentage Share for each Lender following based on the new Warehousing Credit Limit and Term Loan Credit Limit which results from the Commitment Increase, and within in two (2) Business Days, the Credit Agent shall request Warehousing Advances of the affected category and Term Loan Advances from or shall will direct prepayments of such Advances to, to each Lender so that the total amount of all then outstanding Warehousing Advances of the affected category of each category and Term Loan Advances are shared pro rata with by each Lender. On the effective date of any reduction of the Warehousing Credit Limit and Term Loan Credit Limit resulting from the expiration of a temporary increase in any Lender's Warehousing Commitment Amount and Term Loan Commitment Amount, pursuant Borrower shall prepay the Warehousing Advances and Term Loan Advances in an amount equal to Section 2.1 hereofthe amount by which the aggregate unpaid principal balance of such Lender's (i) Warehousing Advances exceeds its Warehousing Commitment Amount, and (ii) Term Loan Advances exceeds its Term Loan Commitment Amount, and Credit Agent shall direct such prepayments to such Lender.

Commitment Increases. (a) At any time and from time to time after the date hereof, the Commitment Incremental Term Loans may be increased either made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Lender has an Additional Lender establishing obligation to make an Incremental Term Loan or provide a Revolving Commitment Amount Increase, as applicable) or by one any other bank or more then existing Lendersother financial institution (any such other bank or other financial institution being called an “Additional Lender”), at provided that the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld) to such Lender’s sole discretion or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Increase LenderIncremental Amendment”) increasing its Commitment Amount (to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such increase by either meansCommitment, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless if any, each Additional Lender, if any, and until the Administrative Agent. The Incremental Amendment may, without the consent of any Loan Party other than the Borrower, the Agents or the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, to effect the Agent provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Additional Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender or immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender shall will automatically and without further act be deemed to have executed and delivered assumed (in the case of an amendment with respect to such Commitment Increase. Prior increase to the effective date of any Commitment IncreaseRevolving Credit Facility only), the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount portion of such Revolving Credit Lender’s Commitment Amount participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such Commitment Increase. Such new promissory notes shall constitute a “Note” for deemed assignment and assumption of participations, the purpose percentage of the Loan Documents. For aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the avoidance percentage of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. and (b) On if, on the effective date of such increase, there are any Commitment IncreaseRevolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments effectiveness of such Advances toRevolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), each which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any reasonable and documented out-of-pocket costs incurred by any Lender so in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the total amount of all then outstanding Advances of the affected category of each category are shared minimum borrowing, pro rata with each Lender, borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to Section 2.1 hereofthe immediately preceding sentence.”

Commitment Increases. (a) At The Borrower shall have the right, so long as no Default shall have occurred and be continuing, at any time prior to the Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the Revolving Credit Commitments hereunder by (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to the amount (or aggregate amount) of such increase (which lender or lenders shall thereupon become “Lenders” hereunder) and/or (y) enabling any Lender or Lenders to increase its (or their) Revolving Credit Commitment (or Revolving Credit Commitments) up to the amount of any such increase; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment be increased without the consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and from time to time any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in a multiple of $20,000,000, (iv) in no event shall the sum of the aggregate amount of Incremental Term Loans incurred after the date hereofEffective Date, the aggregate amount of increases in Revolving Credit Commitments pursuant to this Section, together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $350,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment may be increased either by in an Additional Lender establishing a Commitment Amount or by one or amount which equals more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless and until than 20% of the Agent has approved (in its unrestricted discretion) such Commitment Increaseaggregate amount of the Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in the Borrower, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect Revolving Credit Commitments pursuant to such Commitment IncreaseSection 2.06(b). Prior Anything in this Agreement to the effective date of any Commitment Increasecontrary notwithstanding, unless the Required Lenders shall otherwise agree, the Borrower shall issue a Note not have the right to request or increase the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the total aggregate amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consentRevolving Credit Commitments hereunder. (b) On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereof.

Commitment Increases. (a) At any time and from time to time after the date hereofEffective Date and during the Revolving Credit Period, subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld), and provided that no Default shall have occurred and is continuing, the Total Commitment Amount may be increased either by an Additional Lender new Lenders establishing a Commitment Amount Commitments or by one or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”) Lenders increasing its Commitment Amount their Commitments (each such increase by either means, a “"Commitment Increase”", and each new Lender or each Lender increasing its Commitment, an "Additional Commitment Lender") provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretioni) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Commitment Lender shall have executed and delivered an amendment agreement substantially in the form of Exhibit H (a "Commitment Increase Supplement") with respect to such Commitment -38- 40 Increase, and (ii) if, after giving effect thereto, the aggregate amount of the Commitments would exceed $100,000,000, such Commitment Increase shall have been consented to in writing by each of the other Lenders. Prior to On the effective date of any such Commitment Increase (each an "Increase Effective Date"), the Additional Commitment Lender shall pay to each other Lender the purchase price, as determined in accordance with subsection (b) below, for an assignment of a portion of such other Lender's advances outstanding at such time that, after giving effect to such assignments, the aggregate amount of Revolving Credit Loans of each Lender (including the Additional Commitment Lender) shall be proportional. Upon payment of such purchase price, each other Lender shall be deemed to have sold and made such an assignment to such Additional Commitment Lender, and such Additional Commitment Lender shall be deemed to have purchased and assumed such an assignment from each other Lender, on the terms set forth in subsection (b) below. Upon the effectiveness of any Commitment Increase, the Borrower shall issue a Note to the Additional Commitment Lender or, (against surrender of its existing NoteNote in the case of an existing Lender), and to an Increase Lender the existing Lenders if necessary, in the amount of such Additional Commitment Lender’s 's Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for The Agent is hereby directed to amend Exhibit B hereto on each Increase Effective Date to reflect the purpose Total Commitment Amount and the Commitment of each Lender as of such Increase Effective Date. As of the Loan Documents. For the avoidance of doubtIncrease Effective Date, each Additional Commitment Lender shall be a "Lender" hereunder, and notwithstanding shall have all of the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result rights and obligations of a Commitment Increase without such Lender’s consentLender hereunder. (b) On Each assignment of Revolving Credit Loans by any Lender (an "Assigning Lender") to an Additional Commitment Lender pursuant to subsection (a) of this Agreement shall be made on the following terms: (i) The purchase price for the assignment shall be equal to the aggregate principal amount of the Revolving Credit Loans assigned plus the amount of accrued and unpaid interest thereon on the date of the assignment. The purchase price shall be payable, not later than 12:00 noon (New York City time) on the effective date of any the applicable Commitment Increase, in U.S. Dollars in funds immediately available to the Agent Assigning Lender at such office of the Assigning Lender (or a commercial bank designated by it) located in the United States as the Assigning Lender shall recompute specify to the Assignee. (ii) The assignment shall consist of an equal percentage of all Revolving Credit Loans of the Assigning Lender outstanding and shall include all of the Assigning Lender's rights under this Agreement in respect of the portion of the Revolving Credit Loans of the Assigning Lender assigned, including accrued interest thereon. (iii) The assignment shall be without recourse to the Assigning Lender. The Assigning Lender shall not be deemed to have made any -39- 41 representation or warranty or to have assumed any responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Agreement or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto, other than as set forth in clause (iv) below, or (b) the financial condition of the Borrower or any of its Subsidiaries, or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective obligations under the Agreement or any other instrument or document furnished pursuant thereto. (iv) The Assigning Lender shall, at the time of the assignment, be deemed to have represented and warranted that (a) it has full power, authority and legal right to make the assignment and (b) it is the legal and beneficial owner of the rights assigned and such rights are free and clear of any lien or adverse claim, including any participation. (v) The Additional Commitment Percentage for each Lender following which is the Commitment Increaseassignee of the Assigning Lender's interest shall, at the time of the assignment, be deemed to have (a) represented and within in two warranted that it has full power, authority and legal right to purchase and assume the Assignment; (2b) Business Daysconfirmed that it has received a copy of this Agreement, together with copies of the most recent financial statements and reports delivered pursuant to Section 7.1 (a), (b) and (c) of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase and assume the assignment; and (c) agreed that it will, independently and without reliance upon the Assigning Lender, the Agent or any other Lender and based on such documents and information as it shall request Advances of deem appropriate at the affected category from time, continue to make its own credit decisions in taking or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereofnot taking action under this Agreement.

Commitment Increases. (a) At any time and from time to time after the date hereofClosing Date, the Commitment Warehousing Credit Limit may be increased either by an Additional Lender establishing a Warehousing Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion Lender (“"Increase Lender”") increasing its Warehousing Commitment Amount (each such increase by either means, a “"Commitment Increase”) "), provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretioni) such Commitment Increase, and the Borrower, the Credit Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment or other modification with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the Credit Limit would exceed $500,000,000, such Commitment Increase shall have been consented to by each of the other Lenders. Any such increase may be temporary or permanent; provided, that the permanent Warehousing Commitment amount of each Lender shall at no time be less than $15,000,000. Prior to the effective date ("Effective Date") of any Commitment IncreaseIncrease involving an Additional Lender, the Borrower Borrowers shall issue a Note promissory note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory note or notes shall constitute a “"Warehousing Note” " for the purpose purposes of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date Effective Date of any Commitment Increase, the Credit Agent shall recompute the Commitment Percentage Share for each Lender following based on the new Warehousing Credit Limit which results from the Commitment Increase, and within in two (2) 2 Business Days, the Credit Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, to each Lender so that the total amount of all then outstanding Warehousing Advances of the affected category of each category are shared pro rata with by each Lender. (c) On the effective date of any reduction of the Warehousing Credit Limit resulting from the expiration of a temporary increase in any Lender's Warehousing Commitment Amount, pursuant the Credit Agent shall recompute the Percentage Share for each Lender and request Warehousing Advances from and direct prepayments to Section 2.1 hereofeach Lender so that the total amount of all the outstanding Advances are shared pro-rata by each Lender.

Commitment Increases. (a) At any time and from time to time after the date hereofClosing Date, the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion Lenders (“"Increase Lender”") increasing its Commitment Amount (each such increase by either means, a “"Commitment Increase”") provided that no Commitment Increase shall become be come effective unless and until (i) the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the BorrowerCompany, the Administrative Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase, and (ii) such Commitment Increase shall have been consented to by each of the other Lenders. Prior to the effective date of any Commitment Increase, the Borrower Company shall issue a Note to the Additional Lender or, against surrender of its existing Note, Note to an Increase Lender Lender, in the amount of such Lender’s 's Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for "Note"for the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date of any Commitment Increase, the Administrative Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Administrative Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereof.

Commitment Increases. (a) At any time Effective as of the Incremental Effective Date, (i) each Incremental Lender hereby agrees to provide its Commitment Increase in the amount set forth opposite its name under the column entitled “Commitment Increase” on Schedule I attached hereto and from time to time after the date hereof, the Commitment may be increased either by (ii) each Incremental Lender which is an Additional Lender establishing hereby agrees to become a party to the Credit Agreement as a Lender and to be bound by all of the terms and provisions thereof. The Administrative Agent hereby consents to each such Incremental Lender providing its Commitment Increase (to the extent such consent is required pursuant to Section 2.21 of the Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Commitment Increases effected hereby), (i) the Commitment of each Incremental Lender which is an existing Lender will increase by the amount of its Commitment Increase effected hereby, (ii) each Incremental Lender which is an Additional Lender shall become a Lender party to the Credit Agreement with a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”) increasing equal to its Commitment Amount Increase effected hereby, (each such iii) the total Commitments under the Credit Agreement shall increase by either means, a “the aggregate principal amount of the Commitment Increase”Increases of the Incremental Lenders effected hereby and (iv) provided that no Commitment Increase there shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered be an amendment with respect to such Commitment Increase. Prior automatic adjustment to the effective date Applicable Percentage of any Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase each Lender in the amount aggregate outstanding LC Exposure to reflect the new Applicable Percentage of each Lender in the aggregate outstanding LC Exposure resulting from the Commitment Increases as provided in Section 2.21 of the Credit Agreement. (b) The Commitment Increases effected hereby shall (i) become a part of the Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Loans and LC Exposure, be subject to the same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the Commitments, Loans and LC Exposure under the Credit Agreement and the other Loan Documents. (c) If, on the Incremental Effective Date, there are any Revolving Loans outstanding (the “Existing Revolving Loans”), such Lender’s Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of additional Revolving Loans (deemed to be made after giving effect to the Commitment Amount Increase), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 of the Credit Agreement, such that after giving effect to such Commitment Increase. Such prepayment and such new promissory notes shall constitute a “Note” for Revolving Loans, all Revolving Loans will be held by existing Lenders and the purpose of Incremental Lenders ratably in accordance with their Applicable Percentages after give effect to the Loan Documents. For the avoidance of doubt, Incremental Effective Date and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereof.

Commitment Increases. (a) At any time So long as no Default or Event of Default has occurred and is continuing, the Borrower may request from time to time after time, that the date hereofaggregate amount of the Lenders Commitments be increased (each a Commitment Increase) by delivering a Notice of Commitment Increase; provided, the however, that: (i) no Lender’s Commitment may ever be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion without its prior written consent; (“Increase Lender”ii) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no any Notice of Commitment Increase shall become effective unless and until must be given no later than three (3) Business Days prior to the Agent has approved Revolving Commitment Termination Date; (in its unrestricted discretioniii) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase (the Commitment Increase Effective Date) shall be no earlier than three (3) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in ; (iv) the amount of such Lender’s any Commitment Amount Increase must be at least $10,000,000; and (v) after giving effect to such any requested Commitment Increase. Such new promissory notes shall constitute a “Note” for , the purpose aggregate amount of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount Commitments shall be increased as a result of a Commitment Increase without such Lender’s consentnot exceed $450,000,000. (b) On each Commitment Increase Effective Date, so long as no Default or Event of Default has occurred and is continuing, each of the conditions set forth in Section 7.02 are satisfied as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of such date, each Commitment Increase shall become effective date on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the Register each CI Lender’s information, if necessary, as provided in the Notice of any Commitment Increase and pursuant to an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on or before the Commitment Increase Effective Date; (ii) the Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Commitment Increase; (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a Lender for all purposes under this Agreement; (iv) to the extent there are Revolving Loans outstanding as of such date: (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent shall recompute such CI Lender’s New Funds Amount for the applicable Commitment Percentage Increase Effective Date, which amount, for each such CI Lender, shall constitute Revolving Loans made by such CI Lender following to the Borrower pursuant to this Agreement on such Commitment IncreaseIncrease Effective Date; and (B) the Administrative Agent shall, and within by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in two (2) Business Daysaccordance with the respective principal amounts thereof, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount principal amounts of all then outstanding Advances Revolving Loans of such Reducing Percentage Lender; and (v) To the extent there is any Letter of Credit outstanding as of such Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the affected category existing participations in such Letter of each category are shared Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with each Lender, pursuant the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to Section 2.1 hereofthe Commitment Increases of all Lenders).

Commitment Increases. (a) At any time and from time to time after the date hereofClosing Date, the Commitment Credit Limit may be increased either by an Additional Lender establishing a Maximum Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion Lender (“"Increase Lender”") increasing its Maximum Commitment Amount (each such increase by either means, a “"Commitment Increase”") provided that no Commitment Increase shall become effective unless and until (i) the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the BorrowerCompany, the Credit Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment to this Agreement with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the Credit Limit would exceed $200,000,000, such Commitment Increase shall have been consented to by each of the other Lenders. Prior to the effective date ("Effective Date") of any Commitment Increase, the Borrower Company shall issue a Note promissory note to the Additional Lender orLender, or to an Increase Lender, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s 's Maximum Commitment Amount after giving effect to such Commitment Increase. Such new promissory note or notes shall constitute a “"Note” " or "Notes" for the purpose purposes of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date Effective Date of any such Commitment Increase, the Credit Agent shall recompute the Commitment Percentage Share for each Lender following based on the new Credit Limit which results from the Commitment Increase, and within in two (2) Business Days, the Credit Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, to each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereof.

Commitment Increases. (a) At The Parent Borrower shall have the right at any time and from time to time after to (i) increase the date hereofCommitments of any Lender and/or (ii) add Commitments (“Additional Commitments”), the provided that, no Additional Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by shall become effective if any Specified Default has occurred and is continuing, of one or more then existing financial institutions or other entities that will become “Lenders, at ” (each such Lender’s sole discretion (an “Increase Additional Commitment Lender”) ), in each case subject only to the consent of such Lender that is increasing its Commitment Amount (each such increase by either meansor Additional Commitment Lender, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for the purpose of the Loan Documentsas applicable. For the avoidance of doubt, and notwithstanding the Agent’s ability no Lender will be required to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without provide any such Lender’s consentAdditional Commitments unless it so agrees. (b) On the effective date of any With respect to a Commitment Increaseincrease pursuant to clause (a)(i) above, the Parent Borrower shall provide a supplement substantially in the form of Exhibit J-1 hereto (the “Increase Supplement”) specifying the Revolving Facility Commitment increase executed by each increasing Lender and the Parent Borrower which shall be delivered to the Administrative Agent shall recompute for recording in the Register. With respect to a Commitment Percentage for each Lender following the Commitment Increase, and within in two increase pursuant to clause (2a)(ii) Business Daysabove, the Agent Parent Borrower shall request Advances provide a Lender Joinder Agreement substantially in the form of Exhibit J-2 hereto (the affected category from or “Lender Joinder Agreement”) specifying, among other things, the Revolving Facility Commitment amount executed by the Additional Commitment Lender and the Parent Borrower, which shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata be delivered together with each Lender, any tax forms required pursuant to Section 2.1 hereof4.11 hereof to the Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a Lender for all intents and purposes of this Agreement and such Additional Commitments shall be Revolving Facility Commitments. (c) Upon the effectiveness of the Increase Supplement or the Lender Joinder Agreement, as the case may be, outstanding Loans shall be reallocated (and the increasing Lender or joining Additional Commitment Lender, as applicable, shall make appropriate payments representing principal, with the Parent Borrower making any necessary payments of accrued interest) so that after giving effect thereto the increasing Lender or the joining Additional Commitment Lender, as the case may be, and the other Lenders share ratably in the Aggregate Lender Exposure, in accordance with the applicable Revolving Facility Commitments (and notwithstanding Section 4.12, no Borrower shall be liable for any amounts under Section 4.12 as a result of such reallocation).

Commitment Increases. (a) At The Borrower shall have the right, so long as no Default shall have occurred and be continuing, at any time and from time prior to time after the date hereofRevolving Credit Commitment Termination Date, to increase the total aggregate amount of the Revolving Credit Commitments hereunder by (x) adding a lender or lenders hereto with a Revolving Credit Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one Revolving Credit Commitments of up to the amount (or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”aggregate amount) increasing its Commitment Amount (each of such increase by either means, a (which lender or lenders shall thereupon become “Commitment Increase”Lenders” hereunder) provided that no Commitment Increase shall become effective unless and until the Agent has approved and/or (in its unrestricted discretiony) such Commitment Increase, and the Borrower, the Agent and the Additional enabling any Lender or the Increase Lender shall have executed and delivered an amendment with respect Lenders to such increase its (or their) Revolving Credit Commitment Increase. Prior (or Revolving Credit Commitments) up to the effective date of any Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of any such increase; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment be increased without the consent of such Lender’s Commitment Amount after giving effect , (ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to be effective, such Commitment Increase. Such new promissory notes Revolving Credit Loans shall constitute on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in a “Note” for multiple of $20,000,000, (iv) in no event shall the purpose sum of the Loan Documents. For aggregate amount of Incremental Term Loans incurred after the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date of any Commitment IncreaseRestatement Effective Date, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total aggregate amount of all then outstanding Advances increases in Revolving Credit Commitments pursuant to this Section and the aggregate amount of Permitted Indebtedness incurred in accordance with Section 6.07(a)(A), together with the affected category aggregate amount of each category are shared pro rata with each Lender, Indebtedness incurred pursuant to Section 2.1 hereof5(b) of the Pledge Agreement, exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment in an amount which equals more than 20% of the aggregate amount of the Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in the Revolving Credit Commitments pursuant to Section 2.06(b).

Commitment Increases. (a) At any time and from time to time after the date hereofEffective Date and during the Revolving Credit Period, subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld), and provided that no Default shall have occurred and is continuing, the Total Commitment Amount may be increased either by an Additional Lender new Lenders establishing a Commitment Amount Commitments or by one or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”) Lenders increasing its Commitment Amount their Commitments (each such increase in- crease by either means, a “"Commitment Increase”", and each new Lender or each Lender increasing its Commitment, an "Additional Commitment Lender") provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretioni) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Commitment Lender shall have executed and delivered an amendment agreement substantially in the form of Exhibit H (a "Com- mitment Increase Supplement") with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the aggregate amount of the Commitments would exceed $100,000,000, such Commitment Increase shall have been consented to in writing by each of the other Lenders. Prior to On the effective date of any such Commitment Increase (each an "Increase Effective Date"), the Additional Commitment Lender shall pay to each other Lender the purchase price, as determined in accordance with subsection (b) below, for an assignment of a portion of such other Lender's advances outstanding at such time that, after giving effect to such assignments, the aggregate amount of Revolving Credit Loans of each Lender (including the Additional Commitment Lender) shall be proportional. Upon payment of such purchase price, each other Lender shall be deemed to have sold and made such an assignment to such Additional Commitment Lender, and such Additional Commitment Lender shall be deemed to have purchased and assumed such an assignment from each other Lender, on the terms set forth in subsection (b) below. Upon the effectiveness of any Commitment Increase, the Borrower shall issue a Note to the Additional Commitment Lender or, (against surrender of its existing NoteNote in the case of an existing Lender), and to an Increase Lender the existing Lenders if necessary, in the amount of such Additional Commitment Lender’s 's Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for The Agent is hereby directed to amend Exhibit B hereto on each Increase Effective Date to reflect the purpose Total Commitment Amount and the Commitment of each Lender as of such Increase Effective Date. As of the Loan Documents. For the avoidance of doubtIncrease Effective Date, each Additional Commitment Lender shall be a "Lender" hereunder, and notwithstanding shall have all of the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result rights and obligations of a Commitment Increase without such Lender’s consentLender hereunder. (b) On Each assignment of Revolving Credit Loans by any Lender (an "Assigning Lender") to an Additional Commitment Lender pursuant to subsection (a) of this Agreement shall be made on the following terms: (i) The purchase price for the assignment shall be equal to the aggregate principal amount of the Revolving Credit Loans assigned plus the amount of accrued and unpaid interest thereon on the date of the assignment. The purchase price shall be payable, not later than 12:00 noon (New York City time) on the effective date of the applicable Commitment In- crease, in U.S. Dollars in funds immediately available to the Assigning Lender at such office of the Assigning Lender (or a commercial bank designated by it) located in the United States as the Assigning Lender shall specify to the Assignee. (ii) The assignment shall consist of an equal percentage of all Revolving Credit Loans of the Assigning Lender outstanding and shall include all of the Assigning Lender's rights under this Agreement in respect of the portion of the Revolving Credit Loans of the Assigning Lender as- signed, including accrued interest thereon. (iii) The assignment shall be without recourse to the Assigning Lender. The Assigning Lender shall not be deemed to have made any representation or warranty or to have assumed any responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Agreement or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto, other than as set forth in clause (iv) below, or (b) the financial condition of the Borrower or any of its Subsidiaries, or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective obligations under the Agreement or any other instrument or document furnished pursuant thereto. (iv) The Assigning Lender shall, at the time of the as- signment, be deemed to have represented and warranted that (a) it has full power, authority and legal right to make the assignment and (b) it is the legal and beneficial owner of the rights assigned and such rights are free and clear of any lien or adverse claim, including any participation. (v) The Additional Commitment Lender which is the assignee of the Assigning Lender's interest shall, at the time of the assignment, be deemed to have (a) represented and warranted that it has full power, authority and legal right to purchase and assume the Assignment; (b) confirmed that it has received a copy of this Agreement, together with copies of the most recent financial statements and reports delivered pursuant to Section 7.1 (a), (b) and (c) of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase and assume the assignment; and (c) agreed that it will, independently and without reliance upon the Assigning Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. (c) The Agent shall not require payment of a fee in connection with any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereof.

Commitment Increases. (a) At any time The Lenders hereby acknowledge and from time agree that the Borrower may, effective on a single date prior to time after December 31, 2002, increase the date hereof, the Commitment may be increased either Aggregate Commitments under this Agreement by an Additional Lender establishing a Commitment Amount or aggregate amount not to exceed $1,000,000,000 less the amount of any Amgen Retained Amount, by requesting one or more financial institutions not then existing Lendersa Lender, but each of which is an Eligible Transferee, to become a party to this Agreement (such institution, a "New Lender"), provided that (i) no Event of Default has occurred and is continuing at the time of any such increase, (ii) the Borrower shall deliver a notice of such increase to the Administrative Agent describing (x) the amount of such increase and the Aggregate Commitment after giving effect to such increase and (y) the New Lender(s) agreeing to such increase and the amount of each such Lender’s sole discretion entity's Commitment after giving effect to such increase, (“Increase Lender”iii) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, the Administrative Agent and the Additional Syndication Agent shall consent to each New Lender (such consent not to be unreasonably withheld or delayed) and (iv) the Increase Borrower and each such New Lender shall deliver an Agreement of Commitment Increase to the Administrative Agent. Any such Commitment increase will become effective only if the Administrative Agent shall have executed and delivered recorded such addition to the Aggregate Commitments in the Register, the Administrative Agent hereby agreeing to effect such recordation promptly after its receipt of an amendment with respect to such Agreement of Commitment Increase. Prior Upon the effectiveness of any additional Commitment pursuant to this Section 2.19, each New Lender will become a "Lender" for all purposes of this Agreement with a Commitment as so recorded by the Administrative Agent in the Register. The Administrative Agent will prepare within five Business Days of the effective date of any Commitment Increase, the Borrower shall issue increase pursuant to this Section 2.19 a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after new Schedule I hereto giving effect to all such Commitment Increase. Such new promissory notes shall constitute a “Note” for increases so effected and will promptly provide same to the purpose Borrower and each of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consentLenders. (b) On If the effective date Aggregate Commitment is increased pursuant to Section 2.19(a) at a time when Committed Rate Loans are outstanding, then the Borrower shall take all such actions as appropriate to repay and reborrow Committed Rate Loans (but without any obligation to repay Eurodollar Loans other than on the last day of any Commitment Increasean Interest Period applicable thereto and without regard to the provisions of the first sentence of Section 2.11), so that, as soon as practicable, the Agent shall recompute outstanding principal amount of the Committed Rate Loans of each Lender equals such Lender's Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total aggregate outstanding principal amount of all then outstanding Advances Committed Rate Loans of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereofall Lenders.

Commitment Increases. (a) At any time and from time to time after the date hereof, the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion Lenders (“Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless and until (i) the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the BorrowerCompany, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase, and (ii) such Commitment Increase shall have been consented to by each of the other Lenders. Prior to the effective date of any Commitment Increase, the Borrower Company shall issue a Note to the Additional Lender or, against surrender of its existing Note, Note to an Increase Lender Lender, in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant to Section 2.1 hereof.

Commitment Increases. (a) At any time and from From time to time after the date hereofBorrower may, with the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by consent of the Administrative Agent and one or more then existing of the Revolving Credit Lenders, at each increase the Revolving Credit Commitments of such Lender’s sole discretion (“Increase Lender”) increasing its Commitment Amount (each Revolving Credit Lenders by an aggregate amount of not less than $25,000,000. Any such increase in the Revolving Credit Commitment of any Revolving Credit Lender shall be evidenced by either means, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless the execution and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and delivery by the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Additional such Revolving Credit Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without Supplement, substantially in the form of Exhibit N (a "COMMITMENT INCREASE SUPPLEMENT"), and shall be effective as of the date specified for effectiveness in such Commitment Increase Supplement, whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender’s consent. (b) On If, on the effective date upon which the Revolving Credit Commitment of any Commitment IncreaseRevolving Credit Lender is increased pursuant to subsection 2.28(a), there is an unpaid principal amount of Revolving Credit Loans in any currency to the Borrower or any Subsidiary Borrower in which such Revolving Credit Lender has agreed to participate, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total principal outstanding amount of all such Revolving Credit Loans shall (A) in the case of such Revolving Credit Loans which are ABR Loans, be immediately prepaid by the Borrower or Subsidiary Borrower (but all such Revolving Credit Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the revised Revolving Credit Commitments as then in effect) and (B) in the case of such Revolving Credit Loans which are LIBOR Loans, continue to remain outstanding Advances (notwithstanding any other requirement in this Agreement that such Revolving Credit Loans be held on a pro rata basis based on the revised Revolving Credit Commitments as then in effect) until the end of the affected category of each category are shared then current Interest Period therefor, at which time such LIBOR Loans shall be paid by the Borrower or Subsidiary Borrower (but all such Revolving Credit Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata with each Lenderbasis, based on the Revolving Credit Commitments as then in effect). (c) Notwithstanding anything to the contrary in this subsection 2.28, (i) in no event shall any transaction effected pursuant to Section 2.1 hereof.this subsection 2.28 cause the aggregate Revolving Credit Commitments to exceed $575,000,000, less the aggregate amount of any

Commitment Increases. (a) At The Borrower shall have the right, so long as no Default shall have occurred and be continuing, at any time and from time prior to time after the date hereofRevolving Credit Commitment Termination Date, to increase the total aggregate amount of the Revolving Credit Commitments hereunder by (x) adding a lender or lenders hereto with a Revolving Credit Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one Revolving Credit Commitments of up to the amount (or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”aggregate amount) increasing its Commitment Amount (each of such increase by either means, a (which lender or lenders shall thereupon become “Commitment Increase”Lenders” hereunder) provided that no Commitment Increase shall become effective unless and until the Agent has approved and/or (in its unrestricted discretiony) such Commitment Increase, and the Borrower, the Agent and the Additional enabling any Lender or the Increase Lender shall have executed and delivered an amendment with respect Lenders to such increase its (or their) Revolving Credit Commitment Increase. Prior (or Revolving Credit Commitments) up to the effective date of any Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of any such increase; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment be increased without the consent of such Lender’s Commitment Amount after giving effect , (ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to be effective, such Commitment Increase. Such new promissory notes Revolving Credit Loans shall constitute on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in a “Note” for multiple of $20,000,000, (iv) in no event shall the purpose sum of the Loan Documents. For the avoidance aggregate amount of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of a Commitment Increase without such Lender’s consent. (b) On the effective date of any Commitment IncreaseIncremental Term Loans, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total aggregate amount of all then outstanding Advances increases in Revolving Credit Commitments pursuant to this Section and the aggregate amount of Permitted Indebtedness incurred in accordance with Section 6.07(a)(A), together with the affected category aggregate amount of each category are shared pro rata with each Lender, Indebtedness incurred pursuant to Section 2.1 hereof5(b) of the Pledge Agreement, exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment in an amount which equals more than 20% of the aggregate amount of the Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in the Revolving Credit Commitments pursuant to Section 2.06(b).

Commitment Increases. (a) At any time and from time to time after the date hereofClosing Date, the Commitment Warehousing Credit Limit may be increased either by an Additional Lender establishing a Warehousing Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion Lenders (“Increase Lender”) increasing its Warehousing Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretioni) such Commitment IncreaseBorrowers, and the Borrower, the Credit Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the Warehousing Credit Limit would exceed $500,000,000, such Commitment Increase shall have been consented to in an amendment of this Agreement by each of the other Lenders. Prior to the effective date (“Effective Date”) of any Commitment IncreaseIncrease that involves an Additional Lender, the Borrower Borrowers shall issue a Note promissory notes to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory note or notes shall constitute a “Warehousing Note” or “Sublimit Note,” as applicable, for the purpose purposes of the Loan Documents. For the avoidance The Credit Agent will distribute to each Lender an original (if executed by such Lender) or a copy (if not executed by such Lender) of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased as a result of each amendment effecting a Commitment Increase without on or prior to the Effective Date of such Lender’s consentamendment. No Lender has implicitly or explicitly agreed to make any future Commitment Increase by entering into this Agreement. (b) On the effective date Effective Date of any such Commitment Increase, the Credit Agent shall recompute the Commitment Percentage Share for each Lender following based on the new Warehousing Credit Limit which results from the Commitment Increase, and within in two (2) Business Days, the Credit Agent shall request Warehousing Advances of the affected category from or shall direct prepayments of such Advances to, to each Lender so that the total amount of all then outstanding Warehousing Advances of the affected category of each category are shared pro rata with by each Lender. On the effective date of any reduction of the Warehousing Credit Limit resulting from the expiration of a temporary increase in any Lender’s Warehousing Commitment Amount, pursuant Borrowers shall prepay the Warehousing Advances in an amount equal to Section 2.1 hereofthe amount by which the aggregate unpaid principal balance of such Lender’s Warehousing Advances exceeds its permanent Warehousing Commitment Amount, and Credit Agent shall direct such prepayments to such Lender.

Commitment Increases. (a) At any time So long as no Default or Event of Default has occurred and is continuing, Anadarko may request from time to time after time, that the date hereof, aggregate amount of the Commitment may Lenders’ Commitments be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that by delivering a Notice of Commitment Increase; provided, however, that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of Commitment Increase shall become effective unless and until must be given no later than three (3) Business Days prior to the Agent has approved Revolving Commitment Termination Date; (in its unrestricted discretioniii) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase (the “Commitment Increase Effective Date”) shall be no earlier than three (3) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, the Borrower shall issue a Note to the Additional Lender or, against surrender of its existing Note, to an Increase Lender in ; (iv) the amount of such Lender’s any Commitment Amount Increase must be at least $10,000,000; and (v) after giving effect to such any requested Commitment Increase. Such new promissory notes shall constitute a “Note” for , the purpose aggregate amount of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount Commitments shall be increased as a result of a Commitment Increase without such Lender’s consentnot exceed $2,000,000,000. (b) On each Commitment Increase Effective Date, so long as no Default or Event of Default has occurred and is continuing, each of the conditions set forth in Section 6.02 are satisfied as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of such date, each Commitment Increase shall become effective date on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the Register each CI Lender’s information, if necessary, as provided in the Notice of any Commitment Increase and pursuant to an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on or before the Commitment Increase Effective Date; (ii) the Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Commitment Increase; (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement; (iv) to the extent there are Revolving Loans outstanding as of such date: (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent shall recompute such CI Lender’s New Funds Amount for the applicable Commitment Percentage Increase Effective Date, which amount, for each such CI Lender, shall constitute Revolving Loans made by such CI Lender following to the Borrowers pursuant to this Agreement on such Commitment IncreaseIncrease Effective Date; and (B) the Administrative Agent shall, and within by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrowers pursuant to Section 2.07, ratably in two (2) Business Daysaccordance with the respective principal amounts thereof, the Agent shall request Advances of the affected category from or shall direct prepayments of such Advances to, each Lender so that the total amount principal amounts of all then outstanding Advances Revolving Loans of such Reducing Percentage Lender; and (v) To the extent there is any Letter of Credit outstanding as of such Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to transferred, such portions of the affected category existing participations in such Letter of each category are shared Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with each Lender, pursuant the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to Section 2.1 hereofthe Commitment Increases of all Lenders).